Paragon Care : Notice of Initial Substantial Holder (SEP2018)

Form 603

Corporations Act 2001

Section 671B

Notice of initial substantial holder

To Company Name/Scheme

Paragon Care LimitedACN/ARSN 064 551 426

1. Details of substantial holder (1)

Name

ACN/ARSN (if applicable)Paragon Care Limited and its related bodies corporate 064 551 426

The holder became a substantial holder on 14 / 09 / 2018

2. Details of voting power

The total number of votes attached to all the voting shares in the company or voting interests in the scheme that the substantial holder or an associate (2) had a relevant interest (3) in on the date the substantial holder became a substantial holder are as follows:

Class of securities (4)	Number of securities	Person's votes (5)	Voting power (6)
Fully paid ordinary shares	16,483,517	16,483,517	5.45%
3.	Details of relevant interests

Class of securities (4)	Number of securities	Person's votes (5)	Voting power (6)
Fully paid ordinary shares	16,483,517	16,483,517	5.45%

The nature of the relevant interest the substantial holder or an associate had in the following voting securities on the date the substantial holder became a substantial holder are as follows:

Holder of relevant interest	Class and number of securities
Paragon Care Limited	16,483,517 fully paid ordinary shares
4.	Details of present registered holders

Nature of relevant interest (7)

Holder of relevant interest	Nature of relevant interest (7)	Class and number of securities
Paragon Care Limited	Interest pursuant to section 608(1)(b) and (c) Corporations Act 2001 (Cth) pursuant to a subscription agreement attached at Annexure A (Subscription Agreement)	16,483,517 fully paid ordinary shares

The persons registered as holders of the securities referred to in paragraph 3 above are as follows:

Holder of relevant interest	Registered holder of securities	Person entitled to be registered as holder (8)	Class and number of securities
Paragon Care Limited	Pioneer Pharma (Australia) Pty Ltd	Pioneer Pharma (Australia) Pty Ltd	16,483,517 fully paid ordinary shares

Paragon Care Limited

5. Consideration

The consideration paid for each relevant interest referred to in paragraph 3 above, and acquired in the four months prior to the day that the substantial holder became a substantial holder is as follows:

Holder of relevant interest	Date of acquisition	Consideration (9)		Class and number of securities
Cash	Non-cash
Paragon Care Limited	14 September 2018	Non-cash pursuant to provisions of the Subscription Agreement		16,483,517 fully paid ordinary share

Cash Non-cash

Paragon Care Limited 14 September 2018

6. Associates

The reasons the persons named in paragraph 3 above are associates of the substantial holder are as follows:

Name and ACN/ARSN (if applicable)	Nature of association
n/a	n/a

n/a

7. Addresses

The addresses of persons named in this form are as follows:

Name	Address
Paragon Care Limited	11 Dalmore Drive, Scoresby Victoria 3179
Pioneer Pharma (Australia) Pty Ltd	'01' SE 5, 32 Martin Place, Sydney New South Wales 2000

Name

Signature

print name Melanie Leydin

sign here

DIRECTIONS

• (1) If there are a number of substantial holders with similar or related relevant interests (eg. a corporation and its related corporations, or the manager and trustee of an equity trust), the names could be included in an annexure to the form. If the relevant interests of a group of persons are essentially similar, they may be referred to throughout the form as a specifically named group if the membership of each group, with the names and addresses of members is clearly set out in paragraph 7 of the form.

• (2) See the definition of "associate" in section 9 of the Corporations Act 2001.

• (3) See the definition of "relevant interest" in sections 608 and 671B(7) of the Corporations Act 2001.

• (4) The voting shares of a company constitute one class unless divided into separate classes.

• (5) The total number of votes attached to all the voting shares in the company or voting interests in the scheme (if any) that the person or an associate has a relevant interest in.

• (6) The person's votes divided by the total votes in the body corporate or scheme multiplied by 100.

• (7) Include details of:

  • (a) any relevant agreement or other circumstances by which the relevant interest was acquired. If subsection 671B(4) applies, a copy of any document setting out the terms of any relevant agreement, and a statement by the person giving full and accurate details of any contract, scheme or arrangement, must accompany this form, together with a written statement certifying this contract, scheme or arrangement; and

  • (b) any qualification of the power of a person to exercise, control the exercise of, or influence the exercise of, the voting powers or disposal of the securities to which the relevant interest relates (indicating clearly the particular securities to which the qualification applies).

  See the definition of "relevant agreement" in section 9 of the Corporations Act 2001.

• (8) If the substantial holder is unable to determine the identity of the person (eg. if the relevant interest arises because of an option) write "unknown.'"

• (9) Details of the consideration must include any and all benefits, moneys and other, that any person from whom a relevant interest was acquired has, or may, become entitled to receive in relation to that acquisition. Details must be included even if the benefit is conditional on the happening or not of a contingency. Details must be included of any benefit paid on behalf of the substantial holder or its associate in relation to the acquisitions, even if they are not paid directly to the person from whom the relevant interest was acquired.

603 GUIDE page 1/1 13 March 2000

Annexure A

This is Annexure A of 27 pages referred to in Form 603 - Notice of initial substantial holder

Signed:

Name: Melanie Leydin

Date: 17 September 2018